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On July 8, 2024, SEC Chair Gary Gensler announced the release of the SEC’s Spring 2024 Regulatory Agenda (Regulatory Agenda), which outlines the SEC’s planned regulatory actions over the next 12 months. This latest Regulatory Agenda includes a total of 34 rules, with 15 rules at the proposed rulemaking stage and 19 rules at the final rulemaking stage. While the Regulatory Agenda provides insights into Chair Gensler’s priorities (compiled as of May 1, 2024) and the anticipated timing of proposed and final rules, actual rule adoption or proposal timing may vary significantly, and could come before or after the listed dates. The outcome of the 2024 presidential election may also impact timing and priorities.Continue Reading SEC Announces Release of Spring 2024 Regulatory Agenda

Our new client alert discusses the U.S. Supreme Court’s recent holding in Securities and Exchange Commission v. Jarkesy that the Seventh Amendment to the United States Constitution entitles a defendant to a jury trial when the U.S. Securities and Exchange Commission (SEC) seeks civil penalties for securities fraud. As a…

Continue Reading U.S. Supreme Court Holds SEC Cannot Use In-House Proceedings When Seeking Civil Penalties for Securities Fraud

On February 28, 2024, the U.S. Securities and Exchange Commission (SEC) published notice of an open meeting to be held on Wednesday, March 6, 2024, to consider whether to adopt rules to require public companies to disclose certain climate-related information in their registration statements and annual reports.

Continue Reading SEC Set to Vote on Climate Change Disclosure Rules on March 6

On December 19, 2023, the U.S. Court of Appeals for the Fifth Circuit vacated the Share Repurchase Disclosure Modernization rule (Repurchase Rule) that was adopted by the U.S. Securities and Exchange Commission (SEC) in May 2023.[1] The Repurchase Rule would have required new share repurchase disclosures in upcoming periodic filings for the period ending December 31, 2023. With the Repurchase Rule vacated (and subject to future SEC guidance), companies should continue to disclose share repurchase information, aggregated on a monthly (rather than daily) basis, under the pre-existing version of Item 703 of Regulation S-K (reproduced in its entirety in the Appendix to this post).Continue Reading SEC Share Repurchase Disclosure Rule Vacated

On December 6, 2023, SEC Chair Gary Gensler announced the release of the SEC’s Fall 2023 Regulatory Agenda (Regulatory Agenda), which outlines the SEC’s planned regulatory actions over the next 12 months. This latest Regulatory Agenda includes a total of 43 rules, with 14 rules at the proposed rulemaking stage and 29 rules at the final rulemaking stage. While the Regulatory Agenda provides insights into Chair Gensler’s priorities (compiled as of August 2023) and the anticipated timing of proposed and final rules, actual rule adoption or proposal timing may vary significantly, and could come before or after the listed dates.

Continue Reading SEC Publishes Fall 2023 Regulatory Agenda

On November 22, 2023, the U.S. Securities and Exchange Commission (SEC) announced that it issued an order postponing the effective date of the share repurchase disclosure rule (Repurchase Rule).[1] The Repurchase Rule was discussed in our previous client alert. As a result of the SEC’s order, the Repurchase…

Continue Reading SEC Stays Share Repurchase Disclosure Rule

In an opinion issued on October 31, 2023, a three-judge panel of the United States Court of Appeals for the Fifth Circuit found that the U.S. Securities and Exchange Commission (SEC) acted “arbitrarily and capriciously” in adopting the share repurchase disclosure rules[1] and, as a result, remanded (rather than vacated) the rules and directed “the SEC to correct the defects in the rule within 30 days” of the opinion (or, November 30, 2023).[2]Continue Reading Share Repurchase Rules: Fifth Circuit Directs SEC to Correct Defects 

Join Wilson Sonsini for its 2023 Public Company General Counsel Webinar Series. Throughout November, Wilson Sonsini will host three virtual sessions on new SEC governance and disclosure requirements, including clawback policies, cybersecurity governance and disclosure, and share repurchase disclosure. To attend any of the three sessions, please register here.…

Continue Reading Webinar Series Alert | Navigating New SEC Rules: November 1, 15, 29